0001223786-17-000006 Sample Contracts

PHANTOM UNIT AWARD AGREEMENT [U.S.]
Phantom Unit Award Agreement • February 23rd, 2017 • NuStar GP Holdings, LLC • Pipe lines (no natural gas) • Texas

This Phantom Unit agreement (“Agreement”), effective as of [GRANT DATE] (“Grant Date”), is between NuStar GP Holdings, LLC (the “Company”) and the recipient of this Agreement (“Participant”), a participant in the NuStar GP Holdings, LLC Long-Term Incentive Plan, as the same may be amended (the “Plan”), pursuant to and subject to the provisions of the Plan. All capitalized terms contained in this Agreement shall have the same definitions as are set forth in the Plan unless otherwise defined herein. The terms governing this Award are set forth below. Certain provisions applicable to this Agreement are set forth on Appendix A.

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NON-EMPLOYEE DIRECTOR PHANTOM UNIT AWARD AGREEMENT
Non-Employee Director • February 23rd, 2017 • NuStar GP Holdings, LLC • Pipe lines (no natural gas) • Texas

This Phantom Unit agreement (“Agreement”), effective as of [GRANT DATE] (“Grant Date”), is between NuStar GP Holdings, LLC (the “Company”) and [NAME] (“Participant”), a participant in the NuStar GP Holdings, LLC Long-Term Incentive Plan, as the same may be amended (the “Plan”), pursuant to and subject to the provisions of the Plan. All capitalized terms contained in this Agreement shall have the same definitions as are set forth in the Plan unless otherwise defined herein. The terms governing this Award are set forth below. Certain provisions applicable to this Agreement are set forth on Appendix A.

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